Common use of IT IS RESOLVED THAT Clause in Contracts

IT IS RESOLVED THAT. (a) the Directors recommend to the members of the Company that the Members Resolutions be signed; (b) in the opinion of the Directors, the entry into and performance by the Company of its obligations under the Plan of Merger would be in the Company’s long term commercial benefit and commercial interests; (c) the transactions contemplated by the Plan of Merger be approved; (d) the Directors execute an affidavit or declaration in relation to the Company and the Plan of Merger; (e) conditional upon the passing of the Members Resolutions the Company enter into the Plan of Merger; (f) any Director be and is hereby authorised to deliver a statement pursuant to Part XVI of the Companies Law to the Registrar of Companies, pursuant to transactions contemplated by the Plan of Merger; (g) the form of the Plan of Merger be approved on behalf of the Company subject to such amendments and additions thereto as any Director, or (if applicable) any Attorney or Authorised Signatory of the Company (defined below) in their absolute discretion and opinion deem appropriate, the signature of any Director or any Attorney or Authorised Signatory on the Plan of Merger being due evidence for all purposes of the approval of any such amendment or addition and the final terms thereof on behalf of the Company; (h) the Company do give, make, sign, execute and deliver all such notes, deeds, agreements, letters, notices, certificates, acknowledgements, instructions, fee letters and other documents (whether of a like nature or not) (the "Ancillary Documents") as may in the sole opinion and absolute discretion of any Director or any Attorney or Authorised Signatory be considered necessary or desirable for the purpose of compliance with any condition precedent or the coming into effect of or otherwise giving effect to, consummating or completing or procuring the performance and completion of all or any of the transactions contemplated by or referred to in the Plan of Merger and the Company do all such acts and things as might in the opinion and absolute discretion of any Director or any Attorney or Authorised Signatory be necessary or desirable for the purposes stated above; (i) the Ancillary Documents be in such form as any Director or any Attorney or Authorised Signatory in their absolute discretion and opinion approve, the signature of any Director or any Attorney or Authorised Signatory on any of the Ancillary Documents being due evidence for all purposes of his approval of the terms thereof on behalf of the Company; (j) conditional upon the passing of the Member Resolutions, the Plan of Merger and Ancillary Documents, where required to be executed by the Company, be executed by the signature thereof of any Director or any Attorney or Authorised Signatory and where required to be sealed, by affixing thereto of the Seal of the Company, witnessed as required by the constitutional documents of the Company; and (k) upon the Effective Date (as defined in the Plan of Merger), the Company amend and restate its memorandum and articles of association in the form attached to the Plan of Merger.